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                                                                 Exhibit 10.3(b)

                           KANBAY INTERNATIONAL, INC.
                       OUTSIDE DIRECTORS COMPENSATION PLAN

ARTICLE 1.     ESTABLISHMENT, OBJECTIVES AND DURATION

        1.1    ESTABLISHMENT OF THE PLAN. Kanbay International, Inc. hereby
establishes a compensation plan for non-employee directors to be known as the
"Kanbay International, Inc. Outside Directors Compensation Plan" (hereinafter
referred to as the "Plan"), as set forth in this document. The Plan will become
effective as of _____ __, 2004 (the "Effective Date") and will remain in effect
as provided in Section 6.1 hereof.

        1.2    PLAN OBJECTIVES. The objectives of the Plan are to give the
Company an advantage in attracting and retaining Directors and to link the
interests of Outside Directors to those of the Company's stockholders.

ARTICLE 2.     DEFINITIONS

        Whenever used in the Plan, the following terms will have the meanings
set forth below, and when the meaning is intended, the initial letter of the
word will be capitalized:

        2.1    "AFFILIATES" means any other person that, directly or indirectly,
is in control of, is controlled by, or is under common control with, the
Company.

        2.2    "ANNUAL RETAINER" means the retainer fee established by the Board
in accordance with Section 5.1 and paid to an Outside Director for services
performed as a member of the Board of Directors for a Plan Year.

        2.3    "BOARD" or "BOARD OF DIRECTORS" means the Board of Directors of
the Company.

        2.4    "COMPANY" means Kanbay International, Inc., a Delaware
corporation, and any successor thereto as provided in Section 6.3.

        2.5    "DIRECTOR" means any individual who is a member of the Board of
Directors.

        2.6    "EFFECTIVE DATE" has the meaning ascribed to such term in
Section 1.1.

        2.7    "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended from time to time, or any successor act thereto.

        2.8    "INSTALLMENT PAYMENT" has the meaning ascribed to such term in
Section 5.1.

        2.9    "MEETING FEE" means the fee established by the Board in
accordance with Section 5.2 and paid to an Outside Director for attendance at
any meeting of (a) the Board of Directors or (b) any committee of the Board.

        2.10   "OUTSIDE DIRECTOR" means a Director who, at the time in question,
is not an employee of the Company or any of its Affiliates.

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        2.11   "PLAN YEAR" means the twelve month period beginning on January 1
and ending on the next following December 31.

ARTICLE 3.     ADMINISTRATION

        3.1    THE BOARD OF DIRECTORS. The Plan will be administered by the
Board of Directors. The Board of Directors will act by a majority of its members
at the time in office and eligible to vote on any particular matter, and may act
either by a vote at a meeting or in writing without a meeting.

        3.2    AUTHORITY OF THE BOARD OF DIRECTORS. Except as limited by law and
subject to the provisions herein, the Board of Directors has full power to
construe and interpret the Plan and any agreement or instrument entered into
under the Plan; establish, amend or waive rules and regulations for the Plan's
administration; and amend the terms and conditions of the Plan. Further, the
Board of Directors will make all other determinations which may be necessary or
advisable for the administration of the Plan. As permitted by law and consistent
with Section 3.1, the Board of Directors may delegate some or all of its
authority under this Plan.

        3.3    DECISIONS BINDING. All determinations and decisions made by the
Board of Directors pursuant to the provisions of the Plan will be final,
conclusive and binding on all persons, including the Company, its stockholders,
all Affiliates, Outside Directors and their estates, beneficiaries and assigns.

ARTICLE 4.     ELIGIBILITY

        Each Outside Director of the Board during a Plan Year will participate
in the Plan for that year.

ARTICLE 5.     COMPENSATION

        5.1    ANNUAL RETAINER. Each Outside Director will be entitled to
receive an Annual Retainer in the amount determined from time to time by the
Board. Until changed by resolution of the Board of Directors, the Annual
Retainer will be $15,000 for each Outside Director who chairs a committee of the
Board and $10,000 for each Outside Director who does not chair a committee of
the Board.

        The Annual Retainer will be paid in four equal cash installments (the
"Installment Payments") as of the [FIRST BUSINESS DAY] of each calendar quarter
to each Outside Director on that date. Each Installment Payment to an Outside
Director will equal the quotient of the Outside Director's Annual Retainer
divided by four. Any Outside Director who first becomes an Outside Director
during a calendar quarter will be entitled to an Installment Payment for that
calendar quarter unless, immediately before becoming an Outside Director, he or
she was a Director who was an employee of the Company or any of its Affiliates.

        5.2    MEETING FEE. Each Outside Director will be entitled to receive a
Meeting Fee, in the amount determined from time to time by the Board, for each
meeting he or she attends (including telephonic meetings, but excluding
execution of unanimous written consents) of the Board of Directors or a
committee of the Board. Until changed by resolution by the Board of Directors,
the Meeting Fees will be as follows:

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<Table>
<Caption>
                                      MEETING                                          MEETING FEE
          --------------------------------------------------------------------------------------------
          <S>                                                                       <C>
          (a)  Board meeting                                                              $2,000

          (b)  Committee meeting attended in person (except as provided
          in (c) and (d) below)                                                           $1,000

          (c)  Committee meeting that occurs on same day as Board meeting                  $500

          (d)  Two or more committee meetings attended in person on the same day    $500 (per meeting)

          (e)  Telephonic committee meeting that lasts for four hours or more             $1,000

          (f)  Telephonic committee meeting that lasts for less than four hours            $500
</Table>

        The Meeting Fee will be paid in quarterly cash payments for the
meetings, if any, attended during the previous quarter.

        5.3    DEFERRAL OF RETAINER AND FEES. The Company may offer each Outside
Director the opportunity to defer all or any portion of his or her Retainer
and/or Meeting Fees under a separate plan document.

        5.4    STOCK PLAN. The Company may award options to purchase Company
stock, or make other stock-based awards, to each Outside Director according to
the terms of the Kanbay International, Inc. Stock Incentive Plan (the "Stock
Plan").

ARTICLE 6.     MISCELLANEOUS

        6.1    MODIFICATION AND TERMINATION. The Board may at any time and from
time to time, alter, amend, modify or terminate the Plan in whole or in part.

        6.2    INDEMNIFICATION. The Company will indemnify each Outside Director
in accordance with the Company's Bylaws and a separate Indemnification
Agreement.

        6.3    SUCCESSORS. All obligations of the Company under the Plan with
respect to a given Plan Year will be binding on any successor to the Company,
whether the existence of such successor is the result of a direct or indirect
purchase of all or substantially all of the business and/or assets of the
Company, or a merger, consolidation, or otherwise.

        6.4    RESERVATION OF RIGHTS. Nothing in this Plan will be construed to
limit in any way the Board's right to remove an Outside Director from the Board
of Directors.

ARTICLE 7.     LEGAL CONSTRUCTION

        7.1    GENDER AND NUMBER. Except where otherwise indicated by the
context, any masculine term used herein will include the feminine, the plural
will include the singular and the singular will include the plural.

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        7.2    SEVERABILITY. In the event any provision of the Plan is held
illegal or invalid for any reason, the illegality or invalidity will not affect
the remaining parts of the Plan, and the Plan will be construed and enforced as
if the illegal or invalid provision had not been included.

        7.3    REQUIREMENTS OF LAW. The issuance of payments under the Plan will
be subject to all applicable laws, rules, and regulations, and to any approvals
by any governmental agencies or national securities exchanges as may be
required.

        7.4    SECURITIES LAW COMPLIANCE. To the extent any provision of the
Plan or action by the Board would subject any Outside Director to liability
under Section 16(b) of the Exchange Act, it will be deemed null and void, to the
extent permitted by law and deemed advisable by the Board.

        7.5    UNFUNDED STATUS OF THE PLAN. The Plan is intended to constitute
an "unfunded" plan. With respect to any payments not yet made to an Outside
Director by the Company, nothing contained herein will give any rights to an
Outside Director that are greater than those of a general creditor of the
Company.

        7.6    GOVERNING LAW. The Plan will be construed in accordance with and
governed by the laws of the State of Delaware, determined without regard to its
conflict of law rules.

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